CUSIP No. 819047 101
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Schedule 13D
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Page 2 of 15 Pages
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(1) Name of Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
Select Equity Group, L.P. (46-3465710)
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(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐
(b) ☒
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(3) SEC Use Only:
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(4) Source of Funds (See Instructions): AF
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): ☐ |
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(6) Citizenship or Place of Organization:
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) Sole Voting
Power 0
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(8) Shared Voting
Power 3,392,935
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(9) Sole Dispositive
Power 0
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(10) Shared Dispositive
Power 3,392,935
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,392,935
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): ☐ |
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(13) Percent of Class Represented by Amount in Row (11):
8.9%*
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(14) Type of Reporting Person (See Instructions): PN
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CUSIP No. 819047 101
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Schedule 13D
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Page 3 of 15 Pages
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(1) Name of Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
SEG Partners L.P. (13-3991804)
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(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐
(b) ☒
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(3) SEC Use Only:
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(4) Source of Funds (See Instructions): WC
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): ☐ |
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(6) Citizenship or Place of Organization:
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) Sole Voting
Power 0
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(8) Shared Voting
Power 303,559
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(9) Sole Dispositive
Power 0
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(10) Shared Dispositive
Power 303,559
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
303,559
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): ☐ |
|
(13) Percent of Class Represented by Amount in Row (11):
0.8%*
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(14) Type of Reporting Person (See Instructions): PN
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CUSIP No. 819047 101
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Schedule 13D
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Page 4 of 15 Pages
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(1) Name of Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
SEG Partners Holdings, LLC (13-3991559)
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(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐
(b) ☒
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|
(3) SEC Use Only:
|
|
(4) Source of Funds (See Instructions): AF
|
|
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): ☐ |
|
(6) Citizenship or Place of Organization:
Delaware
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|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) Sole Voting
Power 0
|
(8) Shared Voting
Power 303,559
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|
(9) Sole Dispositive
Power 0
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(10) Shared Dispositive
Power 303,559
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
303,559
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): ☐ |
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(13) Percent of Class Represented by Amount in Row (11):
0.8%*
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(14) Type of Reporting Person (See Instructions): OO
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CUSIP No. 819047 101
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Schedule 13D
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Page 5 of 15 Pages
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(1) Name of Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
SEG Partners II, L.P. (82-0575314)
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(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐
(b) ☒
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(3) SEC Use Only:
|
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(4) Source of Funds (See Instructions): WC
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|
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): ☐ |
|
(6) Citizenship or Place of Organization:
Delaware
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|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) Sole Voting
Power 0
|
(8) Shared Voting
Power 1,180,715
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|
(9) Sole Dispositive
Power 0
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(10) Shared Dispositive
Power 1,180,715
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,180,715
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): ☐ |
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(13) Percent of Class Represented by Amount in Row (11):
3.1%*
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(14) Type of Reporting Person (See Instructions): PN
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CUSIP No. 819047 101
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Schedule 13D
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Page 6 of 15 Pages
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(1) Name of Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
SEG Partners II Holdings, LLC (82-0575310)
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(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐
(b) ☒
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(3) SEC Use Only:
|
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(4) Source of Funds (See Instructions): AF
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|
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): ☐ |
|
(6) Citizenship or Place of Organization:
Delaware
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|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) Sole Voting
Power 0
|
(8) Shared Voting
Power 1,180,715
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|
(9) Sole Dispositive
Power 0
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|
(10) Shared Dispositive
Power 1,180,715
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,180,715
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|
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): ☐ |
|
(13) Percent of Class Represented by Amount in Row (11):
3.1%*
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(14) Type of Reporting Person (See Instructions): OO
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CUSIP No. 819047 101
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Schedule 13D
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Page 7 of 15 Pages
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(1) Name of Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
SEG Partners Offshore Master Fund, Ltd. (98-1007715)
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(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐
(b) ☒
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(3) SEC Use Only:
|
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(4) Source of Funds (See Instructions): WC
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): ☐ |
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(6) Citizenship or Place of Organization:
Cayman Islands
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) Sole Voting
Power 0
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(8) Shared Voting
Power 1,908,661
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(9) Sole Dispositive
Power 0
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(10) Shared Dispositive
Power 1,908,661
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,908,661
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): ☐ |
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(13) Percent of Class Represented by Amount in Row (11):
5.0%
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(14) Type of Reporting Person (See Instructions): OO
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CUSIP No. 819047 101
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Schedule 13D
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Page 8 of 15 Pages
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(1) Name of Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
George S. Loening
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(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐
(b) ☒
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(3) SEC Use Only:
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(4) Source of Funds (See Instructions): AF
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|
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): ☐ |
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(6) Citizenship or Place of Organization:
United States of America
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) Sole Voting
Power 0
|
(8) Shared Voting
Power 3,392,935
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|
(9) Sole Dispositive
Power 0
|
|
(10) Shared Dispositive
Power 3,392,935
|
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,392,935
|
|
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): ☐ |
|
(13) Percent of Class Represented by Amount in Row (11):
8.9%*
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(14) Type of Reporting Person (See Instructions): IN
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CUSIP No. 819047 101
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Schedule 13D
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Page 9 of 15 Pages
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(1) Name of Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
Evan C. Guillemin
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(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐
(b) ☒
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(3) SEC Use Only:
|
|
(4) Source of Funds (See Instructions): OO
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): ☐ |
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(6) Citizenship or Place of Organization:
United States of America
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) Sole Voting
Power 8,251
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(8) Shared Voting
Power 0
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(9) Sole Dispositive
Power 8,251
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(10) Shared Dispositive
Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
8,251
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): ☐ |
|
(13) Percent of Class Represented by Amount in Row (11):
0.02%*
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(14) Type of Reporting Person (See Instructions): IN
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CUSIP No. 819047 101
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Schedule 13D
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Page 10 of 15 Pages
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ITEM 4. | PURPOSE OF TRANSACTION. |
ITEM 5. | INTEREST IN SECURITIES OF THE COMPANY. |
CUSIP No. 819047 101
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Schedule 13D
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Page 11 of 15 Pages
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Reporting
Persons |
Number of Shares With Sole Voting and Dispositive Power
|
Number* of Shares With Shared Voting
and Dispositive Power |
Aggregate
Number* of Shares Beneficially Owned |
Percentage
of Class Beneficially Owned |
Select Equity
|
0
|
3,392,935
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3,392,935
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8.9%
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SEG
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0
|
303,559
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303,559
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0.8%
|
SEG Holdings
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0
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303,559
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303,559
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0.8%
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SEG II
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0
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1,180,715
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1,180,715
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3.1%
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SEG II Holdings
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0
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1,180,715
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1,180,715
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3.1%
|
SEG Offshore
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0
|
1,908,661
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1,908,661
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5.0%
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George S. Loening
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0
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3,392,935
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3,392,935
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8.9%
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Evan C. Guillemin
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8,251
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0
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8,251
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0.02%
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Other directors and officers of SEG Offshore
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0
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1,908,661
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1,908,661
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5.0%
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CUSIP No. 819047 101
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Schedule 13D
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Page 12 of 15 Pages
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Reporting Person
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Date
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Shares Sold
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Price
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SEG
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3/9/16
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4,670
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$36.11
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SEG Offshore
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3/9/16
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45,330
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$36.11
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SEG
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3/10/16
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6,654
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$35.30
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SEG Offshore
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3/10/16
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43,346
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$35.30
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SEG
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3/11/16
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4,470
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$34.69
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SEG Offshore
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3/11/16
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28,115
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$34.69
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SEG II
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3/11/16
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17,415
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$34.69
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CUSIP No. 819047 101
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Schedule 13D
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Page 13 of 15 Pages
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SELECT EQUITY GROUP, L.P.
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By: Select Equity GP, LLC, its general partner
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By: /s/ George Loening
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Date: March 11, 2016
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SEG PARTNERS L.P.
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By: SEG Partners Holdings, LLC, its general partner
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By: /s/ George Loening
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Date: March 11, 2016
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SEG PARTNERS HOLDINGS, LLC
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By: /s/ George Loening
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Date: March 11, 2016
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SEG PARTNERS II, L.P.
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By: SEG Partners II Holdings, LLC, its general partner
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By: /s/ George Loening
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Date: March 11, 2016
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SEG PARTNERS II HOLDINGS, LLC
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By: /s/ George Loening
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Date: March 11, 2016
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SEG PARTNERS OFFSHORE MASTER FUND, LTD.
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By: /s/ George Loening
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Date: March 11, 2016
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CUSIP No. 819047 101
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Schedule 13D
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Page 14 of 15 Pages
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GEORGE S. LOENING
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By: /s/ George Loening
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Date: March 11, 2016
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EVAN C. GUILLEMIN
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By: /s/ Evan C. Guillemin
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Date: March 11, 2016
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CUSIP No. 819047 101
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Schedule 13D
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Page 15 of 15 Pages
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